Exhibit 10.6


 


 


	
   

  
	
   

  
	
  FORM OF SHARE PURCHASE
  AGREEMENT

  
	
   

  
	
   

  
	
  Dated •
  March, 2007

  
	
   

  
	
   

  
	
  between

  
	
   

  
	
   

  
	
  CAPITAL MARITIME &
  TRADING CORP.

  
	
   

  
	
   

  
	
  and

  
	
   

  
	
   

  
	
  CAPITAL PRODUCT
  PARTNERS L.P.

  
	
   

  
	
   

  



 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interpretation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01 Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Purchase and Sale of
  Shares; Closing

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01 Purchase and Sale of Shares

  	
   

  	
  4

  
	
  SECTION 2.02 Closing

  	
   

  	
  5

  
	
  SECTION 2.03 Place of Closing

  	
   

  	
  5

  
	
  SECTION 2.04 Purchase Price for Shares

  	
   

  	
  5

  
	
  SECTION 2.05 Payment of the Purchase Price

  	
   

  	
  5

  
	
  SECTION 2.06 Deficient Vessel

  	
   

  	
  5

  
	
  SECTION 2.07 Delay in Delivery

  	
   

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Representations and
  Warranties of the Buyer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01 Organization and Limited Partnership
  Authority

  	
   

  	
  6

  
	
  SECTION 3.02 Agreement Not in Breach of Other
  Instruments

  	
   

  	
  6

  
	
  SECTION 3.03 No Legal Bar

  	
   

  	
  7

  
	
  SECTION 3.04 Availability of Funds

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Representations and
  Warranties of the Seller

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01 Organization and Corporate Authority

  	
   

  	
  7

  
	
  SECTION 4.02 Agreement Not in Breach of Other
  Instruments

  	
   

  	
  7

  
	
  SECTION 4.03 No Legal Bar

  	
   

  	
  8

  
	
  SECTION 4.04 Good and Marketable Title to Shares

  	
   

  	
  8

  
	
  SECTION 4.05 Right to Enter Agreement

  	
   

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Representations and
  Warranties of the Seller Regarding the Vessel Owning Subsidiaries

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01 Organization Good Standing and
  Authority

  	
   

  	
  8

  
	
  SECTION 5.02 Capitalization

  	
   

  	
  8

  
	
  SECTION 5.03 Organizational Documents

  	
   

  	
  9

  
	
  SECTION 5.04 Agreement Not in Breach of Other
  Instruments

  	
   

  	
  9

  
	
  SECTION 5.05 Litigation

  	
   

  	
  9

  
	
  SECTION 5.06 Indebtedness to and from Officers, etc.

  	
   

  	
  9

  
	
  SECTION 5.07 Personnel

  	
   

  	
  10

  



 


i

















 


	
  SECTION 5.08 Contracts and Agreements

  	
   

  	
  10

  
	
  SECTION 5.09 Compliance with Law

  	
   

  	
  10

  
	
  SECTION 5.10 No Undisclosed Liabilities

  	
   

  	
  10

  
	
  SECTION 5.11 Disclosure of Information

  	
   

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Representations and
  Warranties of the Seller regarding the Vessels

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01 Title to Vessels

  	
   

  	
  11

  
	
  SECTION 6.02 No Encumbrances

  	
   

  	
  11

  
	
  SECTION 6.03 Condition

  	
   

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Pre-Closing Matters

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01 Covenants of the Seller Prior to each
  Closing

  	
   

  	
  11

  
	
  SECTION 7.02 Covenant of the Buyer Prior to each
  Closing

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Conditions Of Closing

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01 Conditions of the Seller

  	
   

  	
  13

  
	
  SECTION 8.02 Conditions of the Buyer

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Termination, Amendment
  and Waiver

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01 Termination of Agreement

  	
   

  	
  14

  
	
  SECTION 9.02 Termination in Respect of a Vessel
  Owning Subsidiary

  	
   

  	
  15

  
	
  SECTION 9.03 Amendments and Waivers

  	
   

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Indemnification

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01 Indemnity by the Seller

  	
   

  	
  15

  
	
  SECTION 10.02 Indemnity by the Buyer

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Miscellaneous

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01 Governing Law

  	
   

  	
  16

  
	
  SECTION 11.02 Counterparts

  	
   

  	
  16

  
	
  SECTION 11.03 Complete Agreement

  	
   

  	
  16

  
	
  SECTION 11.04 Interpretation

  	
   

  	
  16

  
	
  SECTION 11.05 Severability

  	
   

  	
  16

  
	
  SECTION 11.06 Third Party Rights

  	
   

  	
  16

  
	
  SECTION 11.07 Notices

  	
   

  	
  16

  



 


ii

















 


SHARE
PURCHASE AGREEMENT (the “Agreement”),
dated as of March • , 2007, by and between CAPITAL MARITIME & TRADING CORP.
(the “Seller”), a
corporation organized under the laws of the Republic of the Marshall Islands,
and CAPITAL PRODUCT PARTNERS L.P.
(the “Buyer”), a limited
partnership organized under the laws of the Republic of the Marshall Islands
and recently formed by the Seller.


 


RECITAL


 


WHEREAS, the Buyer wishes to purchase from the Seller,
and the Seller wishes to sell to the Buyer, the shares of common stock as set
forth on Schedule C to this Agreement (the “Shares”) representing all of the issued and outstanding shares
of common stock of each of the vessel owning subsidiaries that will take
delivery of a Vessel in 2007 as set forth in Schedule A.I hereto (each, a “2007 Vessel Owning Subsidiary,” and collectively the “2007 Vessel Owning Subsidiaries”)
and of each of the vessel owning subsidiaries that will take delivery of a
Vessel in 2008 as set forth in Schedule A.II hereto (each, a “2008
Vessel Owning Subsidiary,” and collectively the “2008 Vessel Owning
Subsidiaries” and, together with the 2007 Vessel Owning Subsidiaries, the “Vessel
Owning Subsidiaries”).


 


WHEREAS, each of the Vessel Owning Subsidiaries is
party to a shipbuilding contract for the construction and delivery of a vessel
(each, a “Ship Building Contract”) the name of which is set forth
opposite that Vessel Owning Subsidiary’s name on Schedule A.I or on
Schedule A.II hereto (each, a “Vessel” and collectively, the “Vessels”).


 


WHEREAS, each of the Vessels is subject to a medium to
long-term charter set forth opposite that Vessels name on Schedule A.I or on
Schedule A.II hereto (collectively, the “Charters”), and each such
Charter will commence upon delivery of the applicable Vessel.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


ARTICLE
I


 


Interpretation


 


SECTION
1.01  Definitions. In this
Agreement, unless the context requires otherwise or unless otherwise
specifically provided herein, the following terms shall have the respective
meanings set out below and grammatical variations of such terms shall have
corresponding meanings:


 


“Agreement” means this Agreement, including its
recitals and schedules, as amended and supplemented;


 

















 


“Applicable Law” in respect of any Person,
property, transaction or event, means all laws, statutes, ordinances,
regulations, municipal by-laws, treaties, judgments and decrees applicable to
that Person, property, transaction or event and, whether or not having the
force of law, all applicable official directives, rules, consents, approvals,
authorizations, guidelines, orders, codes of practice and policies of any
Governmental Authority having or purporting to have authority over that Person,
property, transaction or event and all general principles of common law and
equity;


 


“Builder” means, in respect of the Vessels to
be delivered to the 2007 Vessel Owning Subsidiaries, Hyundai MIPO Dockyard Co.,
Ltd., South Korea and in respect of the Vessels to be delivered to the 2008
Vessel Owning Subsidiaries, STX Shipbuilding Co., Ltd., South Korea, and any
successor or permitted assign thereof;


 


“Business Day” means any day other than a
Saturday, Sunday or any statutory holiday on which banks in London, Greece and
New York are required to close;


 


“Buyer Indemnitees” has the meaning given to it
in Section 10.01;


 


“Change of Control” has, with respect to the
Buyer, the meaning ascribed to such term in the Omnibus Agreement;


 


“Charters” has the meaning given to it in the
recitals;


 


“Closing” has the meaning given to it in
Section 2.01;


 


“Closing Date” means the day on which a Closing
takes place;


 


“Common Units” means the common units
constituting the capital of the Buyer;


 


“Contracts” has the meaning given to it in
Section 5.08;


 


“Credit Facility” means the US$370 million
credit facility agreement dated • , 2007
between the Buyer and HSH Nordbank AG;


 


“Daily Charter Rate” means, with respect to any
Vessel, the daily charter rate set forth opposite that Vessel’s name on
Schedule A.I or on Schedule A.II hereto;


 


“Default” means a material Event of Default
under and as defined in the Credit Facility that is not capable of remedy or,
if capable of remedy has not been cured by the Buyer within the applicable cure
period; for the purposes of this definition, a “material Event of Default”
means any Event of Default the effect of which is to prohibit or prevent the
Buyer from (i) paying distributions or (ii) borrowing, pursuant to the Credit
Facility, those funds required to complete its obligations under this
Agreement;


 


“Delivered” means, in respect of any Vessel,
the concurrent delivery by the respective Vessel Owning Subsidiary and the
Builder of that Vessel, to each other, of


 


2

















 


a protocol of acceptance and delivery acknowledging,
the delivery of that Vessel by the Builder, and the acceptance thereof by that
Vessel Owning Subsidiary;


 


“Delivery Date” means, with respect to any
Vessel, the date that Vessel is Delivered to the Vessel Owning Subsidiary set
out across from that Vessel on Schedule A.I or on Schedule A.II hereto;


 


“Encumbrance” means any mortgage, lien, charge,
assignment, adverse claim, hypothecation, restriction, option, covenant,
condition or encumbrance, whether fixed or floating, on, or any security
interest in, any property whether real, personal or mixed, tangible or
intangible, any pledge or hypothecation of any property, any deposit
arrangement, priority, conditional sale agreement, other title retention
agreement or equipment trust, capital lease or other security arrangements of
any kind;


 


“Financing” has the meaning given to it in
Section 3.04;


 


“Governmental Authority” means any domestic or
foreign government, including federal, provincial, state, municipal, county or
regional government or governmental or regulatory authority, domestic or
foreign, and includes any department, commission, bureau, board, administrative
agency or regulatory body of any of the foregoing and any multinational or
supranational organization;


 


“Initial Public Offering” means the initial
public offering by the Seller of the Buyer’s common units pursuant to the
Registration Statement;


 


“Losses” means, with respect to any matter, all
losses, claims, damages, liabilities, deficiencies, costs, expenses (including
all costs of investigation, legal and other professional fees and disbursements,
interest, penalties and amounts paid in settlement) or diminution of value,
whether or not involving a claim from a third party, however specifically
excluding consequential, special and indirect losses, loss of profit and loss
of opportunity;


 


“Manager” means Capital Ship Management Corp.;


 


“Notice” means any notice, citation, directive,
order, claim, litigation, investigation, proceeding, judgment, letter or other
communication, written or oral, actual or threatened, from any Person;


 


“Omnibus Agreement” means the Omnibus
Agreement, dated as of the date hereof, between, among others, the Buyer and
the Seller;


 


“Parties” means all parties to this Agreement
and “Party” means any one of them;


 


“Partnership Agreement” means the First Amended
and Restated Agreement of Limited Partnership of the Buyer dated as of the date
hereof;


 


3

















 


“Person” means an individual, legal personal
representative, corporation, body corporate, firm, partnership, trust, trustee,
syndicate, joint venture, unincorporated organization or Governmental
Authority;


 


“Purchase Price” has the meaning given to it in
Section 2.04;


 


“Registration Statement” means the registration
statement on Form F-1 (File No. [•]) filed by the Buyer in connection with
the Initial Public Offering, as it may be amended.


 


“Seller Indemnities” has the meaning given to
it in Section 10.02;


 


“Shares” has the meaning given to it in the
recitals;


 


“Ship Building Contract” has the meaning given
to it in the recitals;


 


“Taxes” means all income, franchise, business,
property, sales, use, goods and services or value added, withholding, excise,
alternate minimum capital, transfer, excise, customs, anti-dumping, stumpage,
countervail, net worth, stamp, registration, franchise, payroll, employment,
health, education, business, school, property, local improvement, development,
education development and occupation taxes, surtaxes, duties, levies, imposts,
rates, fees, assessments, dues and charges and other taxes required to be reported
upon or paid to any domestic or foreign jurisdiction and all interest and
penalties thereon;


 


“Time of Closing” has the meaning given to it
in Section 2.01;


 


“Vessel Owning Subsidiaries” has the meaning
given to it in the recitals;


 


“Vessels” has the meaning given to it in the
recitals;


 


“2007 Vessel Owning Subsidiaries” has the
meaning given to it in the recitals;


 


“2008 Vessel Owning Subsidiaries” has the
meaning given to it in the recitals.


 


ARTICLE
II


 


Purchase
and Sale of Shares; Closing


 


SECTION
2.01  Purchase and Sale of Shares.
The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to
purchase from the Seller for the Purchase Price and in accordance with and
subject to the terms and conditions set forth in this Agreement, the Shares.


 


4

















 


SECTION
2.02  Closing. On the terms and
subject to the conditions of this Agreement, the sale and transfer of the
Shares of each of the Vessel Owning Subsidiaries and payment of the Purchase
Price shall take place on a date that is within five (5) Business Days of the
Delivery Date for that Vessel Owning Subsidiary’s Vessel or on such other date
as may be agreed upon in writing by the Seller and the Buyer (the “Time of
Closing”); provided that if any such sale and transfer of a Vessel
Owning Subsidiary’s Shares is scheduled to occur on the Delivery Date, the Time
of Closing must be after the registration of the Vessel in the name of the
relevant Vessel Owning Subsidiary. Each sale and transfer of Shares of a Vessel
Owning Subsidiary is hereinafter referred to as a “Closing.”


 


SECTION
2.03  Place of Closing. Each
Closing shall take place at a place agreed upon in writing by the Seller and
the Buyer.


 


SECTION
2.04  Purchase Price for Shares. At
the applicable Time of Closing, the Buyer shall pay to the Seller (to such
account as the Seller shall nominate) the amount set out on Schedule B
across from the applicable Vessel Owning Subsidiary’s name, for that Vessel
Owning Subsidiary’s Shares (each such amount, a “Purchase Price”).


 


SECTION
2.05  Payment of the Purchase Price. Each
Purchase Price will be paid by the Buyer to the Seller of the Shares of the
applicable Vessel Owning Subsidiary in respect of which that Purchase Price is
payable by wire transfer of immediately available funds to an account
designated in writing by the Seller. The Seller shall give the Buyer written
notice ten (10) days prior to the expected Time of Closing


 


SECTION
2.06  Deficient Vessel. In the
event that there is a deficiency in a Vessel such that the Vessel does not meet
the specifications set forth in the relevant Ship Building Contract then:


 


(a)  if
the relevant Vessel Owning Subsidiary is not obligated under the Ship Building
Contract to purchase the Vessel or if the relevant Vessel Owning Subsidiary is
obligated under the Ship Building Contract to purchase the Vessel but the
charterer under the relevant Charter refuses to accept the Vessel or refuses to
accept the Vessel without any amendments to the relevant Charter, and the
Seller does not secure prior to the Time of Closing in respect of such Vessel
Owning Subsidiary a replacement charter similar in all material respects to the
relevant Charter, in the opinion of the Board of Directors of the Buyer, acting
reasonably:


 


(i)  the Buyer may elect to purchase the Vessel
Owning Subsidiary (in which case the Seller and applicable Vessel Owning
Subsidiary will complete the purchase of such Vessel in accordance with the
Ship Building Contract, and the Buyer will complete the purchase of the Vessel
Owning Subsidiary hereunder); or


 


(ii)  the Buyer may elect not to purchase the
Vessel Owning Subsidiary from the Seller, and the Seller and applicable Vessel
Owning Subsidiary may complete the purchase of such Vessel in accordance with


 


5

















 


the Ship
Building Contract, provided that any such purchase, ownership and operation of
the Vessel by the Seller, the Vessel Owning Subsidiary or any of their
affiliates shall be subject to the terms of the Omnibus Agreement; and


 


(b)  if
the relevant Vessel Owning Subsidiary is obligated under the Ship Building
Contract to purchase the Vessel and the charterer under the relevant Charter
accepts the Vessel with no amendments to the Charter as a result of such
deficiencies, the Buyer will complete the purchase of the Vessel Owning
Subsidiary hereunder;


 


(c)  if
the Buyer completes the purchase of the relevant Vessel Owning Subsidiary
pursuant to subsection (a)(i) or (b) above and the Daily Charter Rate under the
relevant Charter has not decreased as a result of such deficiencies, the Seller
shall have the right to receive and retain any adjustments, rebates, discounts
or other reductions related to such deficiency received by the relevant Vessel
Owning Subsidiary pursuant to the relevant Ship Building Contract.


 


SECTION
2.07  Delay in Delivery. In the
event that there has been a delay in excess of three hundred (300) days in the
Delivery of any Vessel to a Vessel Owning Subsidiary from the delivery date
provided for in the relevant Ship Building Contract, the Buyer may elect not to
purchase such Vessel Owning Subsidiary from the Seller, and the Seller and
applicable Vessel Owning Subsidiary may complete the purchase of such Vessel in
accordance with the Ship Building Contract, provided that any such purchase,
ownership and operation of the Vessel by the Seller, the Vessel Owning
Subsidiary or any of their affiliates shall be subject to the terms of the
Omnibus Agreement.


 


ARTICLE
III


 


Representations
and Warranties of the Buyer


 


The Buyer represents and warrants to the Seller that
as of the date hereof and on each respective Closing Date:


 


SECTION
3.01  Organization and Limited
Partnership Authority. The Buyer is duly formed, validly existing and in
good standing under the laws of the Republic of The Marshall Islands, and has
all requisite limited partnership power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered by the Buyer, has been
effectively authorized by all necessary action, limited partnership or
otherwise, and constitutes legal, valid and binding obligations of the Buyer.
No meeting has been convened or resolution proposed or petition presented and
no order has been made to wind up the Buyer.


 


SECTION
3.02  Agreement Not in Breach of Other
Instruments. The execution and delivery of this Agreement, the consummation
of the transactions contemplated hereby and the fulfillment of the terms hereof
will not result in a breach of any of the terms or provisions of, or constitute
a default under, or conflict with, any agreement or other instrument to which
the Buyer is a party or by which it is bound, the Certificate of


 


6

















 


Formation and the Partnership Agreement, any
judgment, decree, order or award of any court, governmental body or arbitrator
by which the Buyer is bound, or any law, rule or regulation applicable to
the Buyer which would have a material effect on the transactions contemplated
hereby.


 


SECTION
3.03  No Legal Bar. The Buyer is
not prohibited by any order, writ, injunction or decree of any body of
competent jurisdiction from consummating the transactions contemplated by this
Agreement and no such action or proceeding is pending or, to the best of its
knowledge and belief, threatened against the Buyer which questions the validity
of this Agreement, any of the transactions contemplated hereby or any action
which has been taken by any of the parties in connection herewith or in
connection with any of the transactions contemplated hereby.


 


SECTION
3.04  Availability of Funds.  The
Buyer has firm financing commitments that are sufficient to enable it to pay
the Purchase Price of the Shares of the 2007 Vessel Owning Subsidiaries and 50%
of the Purchase Price of the Shares of the 2008 Vessel Owning Subsidiaries. The
financing required to pay the Purchase Price is referred to in this Agreement
as the “Financing.”  The Buyer
does not have any reason to believe that any of the conditions of the Financing
will not be satisfied or that the Financing will not be available to the Buyer
on a timely basis to pay the Purchase Price of the Shares of the 2007 Vessel
Owning Subsidiaries and 50% of the Purchase Price of the Shares of the 2008
Vessel Owning Subsidiaries.


 


ARTICLE
IV


 


Representations
and Warranties of the Seller


 


The Seller represents and warrants to the Buyer that
as of the date hereof and on each respective Closing Date:


 


SECTION
4.01  Organization and Corporate Authority.
The Seller is duly incorporated, validly existing and in good standing under
the laws of the Republic of The Marshall Islands, and has all requisite
corporate power and authority to enter into this Agreement and to consummate
the transactions contemplated hereby. This Agreement has been duly executed and
delivered by the Seller, has been effectively authorized by all necessary
action, corporate or otherwise, and constitutes legal, valid and binding
obligations of the Seller. No meeting has been convened or resolution proposed
or petition presented and no order has been made to wind up the Seller.


 


SECTION
4.02  Agreement Not in Breach of Other
Instruments. The execution and delivery of this Agreement, the consummation
of the transactions contemplated hereby and the fulfillment of the terms hereof
will not result in a breach of any of the terms or provisions of, or constitute
a default under, or conflict with, any agreement or other instrument to which
the Seller is a party or by which it is bound, the Articles of Incorporation
and Bylaws of the Seller, any judgment, decree, order or award of any court,
governmental body or arbitrator by which the Seller is bound, or any law,
rule or regulation applicable to the Seller.


 


7

















 


SECTION
4.03  No Legal Bar. The Seller is
not prohibited by any order, writ, injunction or decree of any body of
competent jurisdiction from consummating the transactions contemplated by this
Agreement and no such action or proceeding is pending or, to the best of its
knowledge and belief, threatened against the Seller which questions the
validity of this Agreement, any of the transactions contemplated hereby or any
action which has been taken by any of the parties in connection herewith or in
connection with any of the transactions contemplated hereby.


 


SECTION
4.04  Good and Marketable Title to
Shares. The Seller is the registered owner of all of the Shares and now
has, and at each Closing will have and convey to the Buyer, good and marketable
title to the Shares, free and clear of any and all Encumbrances.


 


SECTION
4.05  Right to Enter Agreement. The
Seller has the full right, power and authority to enter into this Agreement and
to transfer, convey and sell to the Buyer at the Time of Closing the Shares and
upon consummation of the purchase contemplated hereby, the Buyer will acquire
from the Seller good and marketable title to the Shares, free and clear of all
covenants, conditions, restrictions, voting trust arrangements, liens, charges,
encumbrances, options and adverse claims or rights whatsoever.


 


ARTICLE
V


 


Representations
and Warranties of 

the Seller Regarding the Vessel Owning Subsidiaries


 


The Seller represents and warrants to the Buyer that
as of the date hereof and on each respective Closing Date:


 


SECTION
5.01  Organization Good Standing and
Authority. Each of the Vessel Owning Subsidiaries is a corporation duly
incorporated, validly existing and in good standing under the laws of the Republic
of The Marshall Islands. Each of the Vessel Owning Subsidiaries has full
corporate power and authority to carry on its business as it is now, and has
since its incorporation been, conducted, and is entitled to own, lease or
operate the properties and assets it now owns, leases or operates and to enter
into legal and binding contracts. Each of the Vessel Owning Subsidiaries is
qualified to do business, is in good standing and has all required and
appropriate licenses and authorizations in each jurisdiction in which its
failure to obtain or maintain such qualification, good standing, licensing or
authorization would have a material adverse effect on the condition (financial
or otherwise), assets, properties, business or prospects of such Vessel Owning
Subsidiary taken as a whole. No meeting has been convened or resolution
proposed or petition presented and no order has been made to wind up any Vessel
Owning Subsidiary.


 


SECTION
5.02  Capitalization. The Shares
consist of the shares listed next to each of the Vessel Owning Subsidiaries
listed in Schedule C. The Shares have been duly authorized and validly
issued and are fully paid and non-assessable, and constitute the total authorized,
issued and outstanding capital stock of each of the Vessel Owning Subsidiaries.


 


8

















 


There are not, and on each respective Closing
Date there will not be, outstanding (i) any options, warrants or other
rights to purchase from any Vessel Owning Subsidiary any capital stock of such
Vessel Owning Subsidiary, (ii) any securities convertible into or
exchangeable for shares of such capital stock or (iii) any other
commitments of any kind for the issuance of additional shares of capital stock
or options, warrants or other securities of the Vessel Owning Subsidiaries.


 


SECTION
5.03  Organizational Documents. The
Seller has supplied to the Buyer true and correct copies of the organizational
documents of each of the Vessel Owning Subsidiaries, in each case as in effect
on each respective Closing Date (the “Organizational Documents”) and no
amendments will be made to the Organizational Documents prior to any Closing
Date without the prior written consent of the Buyer (such consent not to be
unreasonably withheld).


 


SECTION
5.04  Agreement Not in Breach of Other
Instruments. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will violate, or result in
a breach of, any of the terms and provisions of, or constitute a default under,
or conflict with, or give any other party thereto a right to terminate any
agreement or other instrument to which any of the Vessel Owning Subsidiaries is
a party or by which any of them is bound including, without limitation, any of
the Charter Documents or any judgment, decree, order or award of any court,
governmental body or arbitrator applicable to any of the Vessel Owning
Subsidiaries.


 


SECTION
5.05  Litigation.


 


(a).          There
is no action, suit or proceeding to which any of the Vessel Owning Subsidiaries
is a party (either as a plaintiff or defendant) pending before any court or
governmental agency, authority or body or arbitrator; there is no action, suit
or proceeding threatened against any of the Vessel Owning Subsidiaries; and, to
the best knowledge of the Seller, there is no basis for any such action, suit
or proceeding;


 


(b).          None
of the Vessel Owning Subsidiaries has been permanently or temporarily enjoined
by any order, judgement or decree of any court or any governmental agency,
authority or body from engaging in or continuing any conduct or practice in
connection with the business, assets, or properties of any of the Vessel Owning
Subsidiaries; and


 


(c).          There
is not in existence any order, judgment or decree of any court or other
tribunal or other agency enjoining or requiring any of the Vessel Owning
Subsidiaries to take any action of any kind with respect to its business,
assets or properties.


 


SECTION
5.06  Indebtedness to and from
Officers, etc. None of the Vessel Owning Subsidiaries will be indebted,
directly or indirectly, to any person who is an officer, director, stockholder
or employee of any of the Seller or any spouse, child, or other relative or any
affiliate of any such person, nor shall any such officer, director,


 


9

















 


stockholder, employee, relative or affiliate
be indebted to any of the Vessel Owning Subsidiaries.


 


SECTION
5.07  Personnel. The Vessel Owning
Subsidiaries have no employees other than the crew serving on board their
respective Vessels, to the extent such crew members are not directly employed
by the Manager.


 


SECTION
5.08  Contracts and Agreements. All
material contracts and agreements, written or oral, to which a Vessel Owning
Subsidiary is a party or by which any of its assets are bound, including the
Shipbuilding Contracts and the Charters (the “Contracts”), have been
disclosed to the Buyer. No other contracts will be entered into by any of the
Vessel Owning Subsidiaries prior to each respective Closing Date without the
prior consent of the Buyer (such consent not to be unreasonably withheld).


 


(a).          Each
of the Contracts is a valid and binding agreement of each respective
contracting Vessel Owning Subsidiary, and to the best knowledge of the Seller,
of all other parties thereto;


 


(b).          Each
of the Vessel Owning Subsidiaries has fulfilled all material obligations
required pursuant to its respective Contracts to have been performed by it
prior to the date hereof and has not waived any material rights thereunder; and


 


(c).          There
has not occurred any material default under any of the Contracts, or to the
best knowledge of the Seller, on the part of any other party thereto nor has
any event occurred which with the giving of notice or the lapse of time, or
both, would constitute any material default on the part of any of the Vessel
Owning Subsidiaries under any of the Contracts nor, to the best knowledge of
the Seller, has any event occurred which with the giving of notice or the lapse
of time, or both, would constitute any material default on the part of any
other party to any of the Contracts.


 


SECTION
5.09  Compliance with Law. The
conduct of business by each of the Vessel Owning Subsidiaries on the date
hereof does not violate any laws, statutes, ordinances, rules, regulations,
decrees, orders, permits or other similar items in force on the date hereof
(including, but not limited to, any of the foregoing relating to employment
discrimination, environmental protection or conservation) of any country,
province, state or other governing body, the enforcement of which would materially
and adversely affect the business, assets, condition (financial or otherwise)
or prospects of each Vessel Owning Subsidiary taken as a whole, nor has any of
the Vessel Owning Subsidiaries received any notice of any such violation.


 


SECTION 5.10  No Undisclosed Liabilities. Other than
the legal fees relating to the Delivery of the Vessel and the registration of
the Vessel with the relevant flag state, no Vessel Owning Subsidiary (or Vessel
owned by it) has any other liabilities or obligations of any nature, whether
absolute, accrued, contingent or otherwise, and whether due or to become due
(including, without limitation, any liability for taxes and


 


10

















 


interest, penalties and other charges payable
with respect to any such liability or obligation).


 


SECTION
5.11   Disclosure of Information.
The Seller has disclosed to the Buyer all material information on, and about,
the Vessel Owning Subsidiaries and each of the Vessels and all such information
is true, accurate and not misleading in any material respect. Nothing has been
withheld from the material provided to the Buyer which would render such
information untrue or misleading.


 


ARTICLE
VI


 


Representations
and Warranties of

the Seller regarding the Vessels


 


The Seller represents and warrants to the Buyer that
at each respective Closing Date:


 


SECTION
6.01  Title to Vessels. Each of
the Vessel Owning Subsidiaries upon Delivery will be the registered owner of
the Vessel listed next to its name in Schedule A.I or in
Schedule A.II.


 


SECTION
6.02  No Encumbrances. Each of the
Vessel Owning Subsidiaries and Vessels will be free of all Encumbrances other
than the Encumbrances appearing in the ship registry of each Vessel and those
arising under the Credit Facility.


 


SECTION
6.03  Condition. Each Vessel will
be (i) adequate and suitable for use by the Vessel Owning Subsidiary in its
business as described in the Registration Statement, ordinary wear and tear
excepted; (ii) seaworthy in all material respects for hull and machinery
insurance warranty purposes and in good running order and repair; (iii) insured
against all risks, and in amounts, consistent with common industry practices;
(iv) in compliance with maritime laws and regulations; (v) in compliance in all
material respects with the requirements of its class and classification
society; and (vi) all class certificates of the Vessel will be clean and
valid and free of recommendations affecting class; and the Buyer acknowledges
and agrees that, subject only to the representations and warranties in this
Article VI, it is acquiring the Vessel on an “as is, where is” basis.


 


ARTICLE
VII


 


Pre-Closing
Matters


 


SECTION
7.01  Covenants of the Seller Prior to
each Closing. From the date of this Agreement to each respective Closing
Date, Seller shall cause the Vessel Owning Subsidiaries to conduct their
respective businesses in the usual, regular and ordinary course in
substantially the same manner as previously conducted. The Seller shall not,
and shall not permit the Vessel Owning Subsidiaries to, take any action that
would result


 


11

















 


in any of the conditions to the purchase and
sale of Shares set forth in Article VIII not being satisfied. In addition
the Seller hereby agrees and covenants that it:


 


(a).          shall
cooperate with the Buyer and use its reasonable best efforts to obtain, at or
prior to each respective Closing Date, any consents required in respect of the
transfer of the rights and benefits under the Contracts;


 


(b).          shall
use its reasonable best efforts to take or cause to be taken promptly all
actions and to do or cause to be done all things necessary, proper and
advisable to consummate and make effective as promptly as practicable the
transactions contemplated by this Agreement and to cooperate with the Buyer in
connection with the foregoing, including using all reasonable best efforts to
obtain all necessary consents, approvals and authorizations from each
Governmental Authority and each other Person that are required to consummate
the transactions contemplated under this Agreement;


 


(c).          shall
take or cause to be taken all necessary corporate action, steps and proceedings
to approve or authorize validly and effectively the purchase and sale of the
Vessel Owning Subsidiaries and the execution and delivery of this Agreement and
the other agreements and documents contemplated hereby;


 


(d).          shall
not amend, alter or otherwise modify or permit any amendment, alteration or
modification of any material provision of or terminate the Charters or Ship
Building Contracts of any of the Vessel Owning Subsidiaries without the prior
written consent of the Buyer, not to be unreasonably withheld or delayed;


 


(e).          shall
not exercise or permit any exercise of any rights or options contained in the
Charters or Ship Building Contracts, without the prior written consent of the
Buyer, not to be unreasonably withheld or delayed;


 


(f).           shall
consult with the Buyer regarding all material decisions to be made pursuant to
the Ship Building Contracts, and shall make such decisions only with the prior
approval of the Buyer, not to be unreasonably withheld or delayed;


 


(g).          shall
observe and perform in a timely manner, all of its covenants and obligations
under its Charters and Ship Building Contracts, if any, and (i) in the
case of a default by another party thereto, it shall forthwith advise the Buyer
of such default and shall, if requested by the Buyer, enforce all of its rights
under such Charter or Ship Building Contract in respect of such default; and
(ii) subject to the rights of the lenders under the Credit Facility, in
the case of a breach or anticipated breach of any Charter or Ship Building
Contract by the Seller or Vessel Owning Subsidiary, it shall permit the Buyer
to cure on its behalf such breach or anticipated breach and shall promptly
reimburse the Buyer for any and all costs that the Buyer may expend in order to
effect such cure; and


 


12

















 


(h).          shall
not cause or, to the extent reasonably within its control, permit any
Encumbrances to attach to any Vessel other than in connection with the Credit
Facility.


 


SECTION
7.02  Covenant of the Buyer Prior to
each Closing. The Buyer hereby agrees and covenants that during the period
of time after the date of the Agreement and prior to each respective Closing
Date, the Buyer shall, in respect of the Vessel Owning Subsidiaries to be
transferred on each respective Closing Date, take, or cause to be taken, all
necessary corporate action, steps and proceedings to approve or authorize
validly and effectively the purchase and sale of those Vessel Owning
Subsidiaries and the execution and delivery of this Agreement and the other
agreements and documents contemplated hereby.


 


ARTICLE
VIII


 


Conditions
Of Closing


 


SECTION
8.01  Conditions of the Seller. The
obligation of the Seller to sell is subject to the satisfaction (or waiver by
the Seller) on or prior to each respective Closing Date of the following
conditions:


 


(a).          the
representations and warranties of the Buyer made in this Agreement shall be
true and correct in all material respects as of each respective Closing Date as
though made on each respective Closing Date, except to the extent such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties shall be true and correct in all
material respects, on and as of such earlier date);


 


(b).          the
Buyer shall have performed or complied in all material respects with all
obligations and covenants required by this Agreement to be performed or
complied with by the Buyer by each respective Closing Date;


 


(c).          no
legal or regulatory action or proceeding shall be pending or threatened by any
Governmental Authority to enjoin, restrict or prohibit the purchase and sale of
the Vessel Owning Subsidiaries;


 


(d).          all
proceedings to be taken in connection with the transactions contemplated by
this Agreement and all documents incidental thereto shall be reasonably
satisfactory in form and substance to the Seller, and the Seller shall have
received copies of all such documents and other evidence as it may reasonably
request in order to establish the consummation of such transactions and the
taking of all proceedings in connection therewith.


 


SECTION
8.02  Conditions of the Buyer. The
obligation of the Buyer to purchase and pay for the Shares is subject to the
satisfaction (or waiver by the Buyer) on or prior to each respective Closing
Date of the following conditions:


 


13

















 


(a).          the
representations and warranties of the Seller in this Agreement shall be true
and correct in all material respects as of each respective Closing Date as
though made on each respective Closing Date, except to the extent such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties shall be true and correct in all
material respects, on and as of such earlier date);


 


(b).          the
Seller shall have performed or complied in all material respects with all
obligations and covenants required by this Agreement to be performed or
complied with by the Seller by each respective Closing Date;


 


(c).          no
legal or regulatory action or proceeding shall be pending or threatened by any
Governmental Authority to enjoin, restrict or prohibit the purchase and sale of
the Vessel Owning Subsidiaries;


 


(d).          the
Buyer shall have obtained the funds necessary to consummate the purchase and
sale of the Shares of the Vessel Owning Subsidiaries, to refinance all
indebtedness the Buyer is required to refinance as a result of the purchase and
sale of the Vessel Owning Subsidiaries and to pay all related fees and
expenses;


 


(e).          the
Buyer shall have received written consents from all third parties necessary or
appropriate to effect the purchase and sale of the Shares of the Vessel Owning
Subsidiaries, other than such consents the absence of which, individually or in
the aggregate, could not reasonably be expected to have a material adverse
effect on the condition (financial or otherwise), assets, properties, business
or prospects of such Vessel Owning Subsidiaries taken as a whole;


 


(f).           all
proceedings to be taken in connection with the transactions contemplated by
this Agreement and all documents incidental thereto shall be reasonably
satisfactory in form and substance to the Buyer and its counsel, and the Buyer
shall have received copies of all such documents and other evidence as it or
its counsel may reasonably request in order to establish the consummation of
such transactions and the taking of all proceedings in connection therewith;
and


 


(g).          the
Buyer is satisfied that the relevant Vessel Owning Subsidiary has inspected the
Vessel prior to the Delivery Date in accordance with the relevant Ship Building
Contract.


 


ARTICLE
IX


 


Termination,
Amendment and Waiver


 


SECTION
9.01  Termination of Agreement. Notwithstanding
anything to the contrary in this Agreement, this Agreement may be terminated
and the purchase and sale of the Vessel Owning Subsidiaries and the other
transactions contemplated by this Agreement abandoned at any time prior to each
respective Closing:


 


14

















 


(a).          by
mutual written consent of the Seller and the Buyer;


 


(b).          by
the Seller if any of the conditions set forth in Section 8.01 shall have become
incapable of fulfillment, and shall not have been waived by the Seller; or


 


(c).          by
the Buyer if any of the conditions set forth in Section 8.02 shall have become
incapable of fulfillment, and shall not have been waived by the Buyer.


 


provided, however, that the
party seeking termination pursuant to clause (b) or (c) is not then in material
breach of any of its representations, warranties, covenants or agreements
contained in this Agreement.


 


SECTION
9.02  Termination in Respect of a
Vessel Owning Subsidiary. Notwithstanding anything to the contrary, this
Agreement shall be deemed to be terminated in respect of and only in respect of
a particular Vessel Owning Subsidiary, without any further action by either the
Buyer or the Seller, if:


 


(a) the Ship Building Contract with respect
to such Vessel Owning Subsidiary is terminated or cancelled for any reason
whatsoever; or


 


(b) the Buyer elects not to purchase such
Vessel Owning Subsidiary pursuant to Section 2.06(a) or Section 2.07 hereof.


 


SECTION
9.03  Amendments and Waivers. This
Agreement may not be amended except by an instrument in writing signed on
behalf of each parties hereto. By an instrument in writing the Buyer, on the
one hand, or the Seller, on the other hand, may waive compliance by the other
with any term or provision of this Agreement that such other party was or is
obligated to comply with or perform.


 


ARTICLE
X


 


Indemnification


 


SECTION
10.01  Indemnity by the Seller. The
Seller shall be liable for, and shall indemnify the Buyer and each of its
directors, employees, agents and representatives (the “Buyer Indemnitees”)
against and hold them harmless from, any Losses, suffered or incurred by such
Buyer Indemnitee:


 


(a).          by
reason of, arising out of or otherwise in respect of any inaccuracy in, breach
of any representation or warranty, or a failure to perform or observe fully any
covenant, agreement or obligation of, the Seller in or under this Agreement or
in or under any document, instrument or agreement delivered pursuant to this
Agreement by the Seller; or


 


(b).          any
fees, expenses or other payments incurred or owed by the Seller to any brokers,
financial advisors or comparable other persons retained or


 


15

















 


employed by it in connection with the
transactions contemplated by this Agreement.


 


SECTION
10.02  Indemnity by the Buyer. The
Buyer shall indemnify the Seller and its affiliates and each of their
respective officers, directors, employees, agents and representatives (the “Seller
Indemnitees”) against and hold them harmless from, any Losses, suffered or
incurred by such Seller Indemnitee by reason of, arising out of or otherwise in
respect of any inaccuracy in, breach of any representation or warranty, or a
failure to perform or observe fully any covenant, agreement or obligation of,
the Buyer in or under this Agreement or in or under any document, instrument or
agreement delivered pursuant to this Agreement by the Buyer.


 


ARTICLE
XI


 


Miscellaneous


 


SECTION
11.01  Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York applicable to contracts made and to be performed wholly
within such jurisdiction without giving effect to conflict of law principles
thereof other than Section 5-1401 of the New York General
Obligations Law, except to the extent that it is mandatory that the law
of some other jurisdiction, wherein the Vessels are located, shall apply.


 


SECTION
11.02  Counterparts. This
Agreement may be executed simultaneously in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute but one
and the same instrument.


 


SECTION
11.03  Complete Agreement. This
Agreement and Schedules hereto contain the entire agreement between the parties
hereto with respect to the transactions contemplated herein and, except as
provided herein, supersede all previous oral and written and all
contemporaneous oral negotiations, commitments, writings and understandings.


 


SECTION
11.04  Interpretation. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.


 


SECTION
11.05  Severability. If any of the
provisions of this Agreement are held by any court of competent jurisdiction to
contravene, or to be invalid under, the laws of any governmental body having
jurisdiction over the subject matter hereof, such contravention or invalidity
shall not invalidate the entire Agreement. Instead, this Agreement shall be
construed as if it did not contain the particular provision or provisions held
to be invalid, and an equitable adjustment shall be made and necessary
provision added so as to give effect, as nearly as possible, to the intention
of the Parties as expressed in this Agreement at the time of execution of this
Agreement.


 


SECTION
11.06  Third Party Rights. A
person who is not a party to this Agreement has no right to enforce or to enjoy
the benefit of any term of this Agreement.


 


16

















 


SECTION
11.07  Notices. Any notice, claim
or demand in connection with this Agreement shall be delivered to the parties
at the following addresses (or at such other address or facsimile number for a
party as may be designated by notice by such party to the other party):


 


(a).          if
to Capital Maritime & Trading Corp., as follows:


 


c/o Capital Ship Management Corp., 3 Iassonos Street,
Piraeus, Greece


Attention:     Ioannis E.
Lazaridis


Facsimile:     +30 210 428
4285


 


(b).          if
to Capital Product Partners L.P., as follows:


 


c/o Capital Ship Management Corp., 3 Iassonos Street,
Piraeus, Greece


Attention:     Ioannis E.
Lazaridis


Facsimile:     +30 210 428
4285


 


and any such notice shall be deemed to have been
received (i) on the next working day in the place to which it is sent, if
sent by facsimile or (ii) forty eight (48) hours from the time of
dispatch, if sent by courier.


 


17

















 


IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be signed as of the date first above written.


 


 


	
   

  	
   

  	
  CAPITAL MARITIME & TRADING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CAPITAL PRODUCT PARTNERS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


18

















 


SCHEDULE A.I


 


2007 VESSEL OWNING SUBSIDIARIES, VESSELS AND CHARTERS


 


 


	
  Vessel Owning Subsidiary

  	
   

  	
  Vessel

  	
   

  	
  Delivery Date

  	
   

  	
  Charter Type

  	
   

  	
  Daily

  Charter Rate

  	
   

  	
  Charterer

  
	
  Epicurus Shipping
  Company

  	
   

  	
  Atrotos

  	
   

  	
  05/07

  	
   

  	
  3-year Time Charter

  	
   

  	
  $

  	
  20,000

  	
   

  	
  Morgan Stanley Capital
  Group Inc.

  
	
  Laredo Maritime Inc.

  	
   

  	
  Akeraios

  	
   

  	
  08/07

  	
   

  	
  3-year Time Charter

  	
   

  	
  $

  	
  20,000

  	
   

  	
  Morgan Stanley Capital
  Group Inc.

  
	
  Splendor Shipholding
  S.A.,

  	
   

  	
  Anemos I

  	
   

  	
  10/07

  	
   

  	
  3-year Time Charter

  	
   

  	
  $

  	
  20,000

  	
   

  	
  Morgan Stanley Capital
  Group Inc.

  
	
  Lorenzo Shipmanagement
  Inc.

  	
   

  	
  Apostolos

  	
   

  	
  10/07

  	
   

  	
  3-year Time Charter

  	
   

  	
  $

  	
  20,000

  	
   

  	
  Morgan Stanley Capital
  Group Inc.

  



 

















 


SCHEDULE A.II


 


2008 VESSEL OWNING SUBSIDIARIES, VESSELS AND CHARTERS


 


	
  Vessel Owning Subsidiary

  	
   

  	
  Vessel

  	
   

  	
  Delivery Date

  	
   

  	
  Charter Type

  	
   

  	
  Daily

  Charter Rate

  	
   

  	
  Charterer

  
	
  Sorrel Shipmanagement
  Inc.

  	
   

  	
  Alexandros II

  	
   

  	
  01/08

  	
   

  	
  10-year Bareboat
  Charter

  	
   

  	
  $

  	
  13,000

  	
   

  	
  Overseas Shipholding
  Group Inc.

  
	
  Wind Dancer Shipping
  Inc.

  	
   

  	
  Aristotelis II

  	
   

  	
  06/08

  	
   

  	
  10-year Bareboat
  Charter

  	
   

  	
  $

  	
  13,000

  	
   

  	
  Overseas Shipholding
  Group Inc.

  
	
  Belerion Maritime Co.

  	
   

  	
  Aris II

  	
   

  	
  08/08

  	
   

  	
  10-year Bareboat
  Charter

  	
   

  	
  $

  	
  13,000

  	
   

  	
  Overseas Shipholding
  Group Inc.

  



 

















 


SCHEDULE B


 


PURCHASE PRICE


 


	
  Vessel Owning Subsidiary

  	
   

  	
  Purchase Price

  (US Dollars)

  	
   

  
	
  Epicurus
  Shipping Company

  	
   

  	
  $

  	
  56,000,000

  	
   

  
	
  Laredo Maritime
  Inc.

  	
   

  	
  $

  	
  56,000,000

  	
   

  
	
  Splendor
  Shipholding S.A.,

  	
   

  	
  $

  	
  56,000,000

  	
   

  
	
  Lorenzo
  Shipmanagement Inc.

  	
   

  	
  $

  	
  56,000,000

  	
   

  
	
  Sorrel
  Shipmanagement Inc.

  	
   

  	
  $

  	
  48,000,000

  	
   

  
	
  Wind Dancer
  Shipping Inc.

  	
   

  	
  $

  	
  48,000,000

  	
   

  
	
  Belerion
  Maritime Co.

  	
   

  	
  $

  	
  48,000,000

  	
   

  



 

















 


SCHEDULE C


 


CAPITALIZATION


 


	
  Vessel Owning Subsidiary

  	
   

  	
  Number of Shares

  	
   

  
	
  Epicurus
  Shipping Company

  	
   

  	
  100

  	
   

  
	
  Laredo Maritime
  Inc.

  	
   

  	
  500

  	
   

  
	
  Splendor
  Shipholding S.A.,

  	
   

  	
  500

  	
   

  
	
  Lorenzo
  Shipmanagement Inc.

  	
   

  	
  500

  	
   

  
	
  Sorrel
  Shipmanagement Inc.

  	
   

  	
  500

  	
   

  
	
  Wind Dancer
  Shipping Inc.

  	
   

  	
  500

  	
   

  
	
  Belerion Maritime
  Co.

  	
   

  	
  500